MGI PHARMA and Guilford Pharmaceuticals Announce Expiration of the Hart-Scott-Rodino Waiting Period
01 September 2005 - 9:00PM
Business Wire
MGI PHARMA, INC. (Nasdaq:MOGN), an oncology and acute care focused
biopharmaceutical company, and Guilford Pharmaceuticals Inc.
(Nasdaq:GLFD), a biopharmaceutical company engaged in the research,
development and commercialization of drugs that target the acute
care market, today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, with respect
to the acquisition of Guilford by MGI PHARMA, expired at 11:59 p.m.
Eastern Time on August 31, 2005. In addition, the Securities and
Exchange Commission (the "SEC") has declared effective the
registration statement on Form S-4 relating to the issuance of MGI
PHARMA common stock in connection with the acquisition. The
companies continue to expect this acquisition to close early in the
fourth quarter of 2005. The acquisition is subject to the approval
of Guilford stockholders and certain other conditions that are
described in the Proxy Statement/Prospectus that is part of the
registration statement and that has been mailed to Guilford
stockholders who were stockholders of record on August 25, 2005.
Guilford stockholders of record on August 25, 2005 will vote on the
acquisition at a special meeting scheduled for 10:00 a.m. Eastern
Time, on September 29, 2005, at Guilford's Research and Development
Facility located at 6411 Beckley Street, Baltimore, Maryland,
21224. About Guilford Pharmaceuticals Guilford Pharmaceuticals Inc.
is a biopharmaceutical company engaged in the research, development
and commercialization of proprietary drugs that target hospital
markets. Presently, Guilford markets two commercial products,
Gliadel(R) wafer (polifeprosan 20 with carmustine implant), for the
treatment of high grade malignant gliomas, and Aggrastat(R)
injection (tirofiban hydrochloride), a glycoprotein GP IIb/IIIa
receptor antagonist for the treatment of acute coronary syndrome
(ACS). Guilford's product pipeline includes Aquavan(R) injection, a
sedative/hypnotic agent, and other early stage programs including
NAALADase and PARP inhibitors, focused in supportive care and
oncology. For additional prescribing information about Gliadel
wafer and Aggrastat injection please see
http://www.guilfordpharm.com. About MGI PHARMA MGI PHARMA, INC. is
an oncology and acute care focused biopharmaceutical company that
acquires, develops and commercializes proprietary products that
address the unmet needs of cancer patients. MGI PHARMA markets
Aloxi(R) (palonosetron hydrochloride) injection, Kadian(R)
(sustained release morphine sulfate) capsules, Salagen(R) Tablets
(pilocarpine hydrochloride) and Hexalen(R) (altretamine) capsules
in the United States. The company directly markets its products in
the U.S. and collaborates with partners to reach international
markets. For more information about MGI PHARMA, please visit
www.mgipharma.com. Important Additional Information In connection
with the proposed transaction, MGI PHARMA filed with the SEC a
registration statement on Form S-4 containing a Proxy
Statement/Prospectus. Investors are urged to read the registration
statement, the Proxy Statement/Prospectus and all other relevant
documents filed or to be filed with the SEC because they contain
important information about MGI PHARMA, Guilford and the proposed
transaction. The final Proxy Statement/Prospectus has been mailed
to Guilford stockholders. Guilford stockholders are able to obtain
the registration statement, the Proxy Statement/Prospectus and any
other relevant filed documents for free at the SEC's website
(www.sec.gov). These documents can also be obtained for free from
MGI by directing a request to MGI PHARMA Investor Relations at
952-346-4700. Participants in Solicitation MGI PHARMA, Guilford,
and their directors and officers may be deemed to be participants
in the solicitation of proxies from Guilford stockholders in
respect of the proposed transaction. Information regarding MGI
PHARMA's participants is available in MGI PHARMA's Annual Report on
Form 10-K for the year ended December 31, 2004 and its proxy
statement for its 2005 Annual Meeting of Stockholders, which are
filed with the SEC. Information regarding Guilford's participants
is available in Guilford's Annual Report on Form 10-K for the year
ended December 31, 2004 and the proxy statement for its 2005 Annual
Meeting of Stockholders, which are filed with the SEC. Additional
information regarding interests of such participants will be
included in the registration statement containing the Proxy
Statement/Prospectus that has been filed with the SEC. This news
release contains certain "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements are typically preceded by words such as
"believes," " expects," "anticipates," "intends," "will," "may,"
"should," or similar expressions. These forward-looking statements
are not guarantees of MGI PHARMA's or Guilford's future performance
and involve a number of risks and uncertainties that may cause
actual results to differ materially from the results discussed in
these statements. Factors that might cause either company's results
to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, the
ability of MGI PHARMA and Guilford's product candidates to be
proven safe and effective in humans, to receive marketing
authorization from regulatory authorities, and to ultimately
compete successfully with other therapies; continued sales of MGI
PHARMA and Guilford's marketed products; development or acquisition
of additional products; reliance on contract manufacturing; changes
in strategic alliances; continued access to capital; ability of
Guilford and MGI PHARMA to complete the transaction on the proposed
terms; the risk that the perceived advantages of the transaction,
if consummated, may not be achieved; and other risks and
uncertainties detailed from time to time in the companies' filings
with the Securities and Exchange Commission including their most
recently filed Form 10-Q or 10-K. MGI PHARMA and Guilford undertake
no duty to update any of these forward-looking statements to
conform them to actual results.
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